News & Analysis as of

Fiduciary Duty Public Policy

Faegre Drinker Biddle & Reath LLP

Supreme Court Decides Great Lakes Insurance SE v. Raiders Retreat Realty Co., LLC

On February 21, 2024, the U.S. Supreme Court decided Great Lakes Insurance SE v. Raiders Retreat Realty Co., LLC, No. 22-500. The Court held that choice-of-law provisions in maritime contracts are presumptively enforceable...more

Pillsbury - Policyholder Pulse blog

U.S. Supreme Court to Decide Whether State’s Public Policy Interest Could Sink Insurance Policy’s Choice-of-Law Provision

The rare insurance dispute has appeared on the horizon for the nation’s highest court. Last month, the U.S. Supreme Court granted certiorari and agreed to take up the case of Great Lakes Insurance SE v. Raiders Retreat Realty...more

Mayer Brown Free Writings + Perspectives

Across the Board - CEO Comments on Public Policy: An Internal Governance Framework

Public companies have lately been enticed to participate in public policy debates of the day. Headline examples include Coca-Coca and Delta two years ago on the Georgia voting rights bill and Walt Disney more recently on the...more

White and Williams LLP

M&A Objection Lawsuits and Claims for Inadequate Consideration: A “Bumpy” Road for D&O Insurers

White and Williams LLP on

Although the volume of merger objection litigation has gone down somewhat over the last few years, most large public-company M&A deals are challenged in court. These lawsuits usually include a number of claims against the...more

Jones Day

Delaware Bankruptcy Court Rules that Bankruptcy Blocking Right in Debtor's Corporate Charter Violates Federal Public Policy

Jones Day on

Courts sometimes disagree over whether provisions in a borrower's organizational documents designed to prevent the borrower from filing for bankruptcy are enforceable as a matter of federal public policy or applicable state...more

Mintz - Bankruptcy & Restructuring Viewpoints

Delaware Bankruptcy Court Rules that Shareholder Cannot Enforce “Golden Share” Blocking Right to Dismiss Bankruptcy Filed Without...

As the COVID-19 pandemic continues to disrupt businesses and markets, and companies begin to look to bankruptcy courts for relief from the resulting liquidity and operational distress, the issue of creditor and shareholder...more

Proskauer Rose LLP

The “Golden Share”: All That Glitters Is Not Gold

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A recent, highly anticipated ruling by a Bankruptcy Court in Delaware has reilluminated the concept of a "golden share". While an appeal of the ruling seems likely, this latest ruling by Delaware Bankruptcy Judge Mary F....more

Latham & Watkins LLP

UK Supreme Court Upholds First Successful Claim for Breach of Quincecare Duty

Latham & Watkins LLP on

In a leading case, the Court examined the extent of the duty of care that a bank owes to its customers when executing their orders. On 30 October 2019, the UK Supreme Court dismissed Daiwa’s appeal in the case of...more

Mintz - Bankruptcy & Restructuring Viewpoints

Are Bankruptcy Blocking Provisions in Corporate Governance Documents Enforceable?

It has long been the law that creditors are rarely entitled to contractually prohibit a debtor from filing for bankruptcy, whether such restriction is contained in the debt instruments or in the corporate governance...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Addresses Significant Issues Regarding Private Company Deal Litigation

On May 15, 2019, Vice Chancellor Slights of the Delaware Court of Chancery issued a ruling addressing important issues related to private company deal litigation. Specifically, the decision addressed when a release of claims...more

Jones Day

Fifth Circuit Rules That Corporate Charter Provision Requiring Shareholder Consent for Bankruptcy Filing Is Enforceable but...

Jones Day on

In a highly anticipated decision, the U.S. Court of Appeals for the Fifth Circuit recently affirmed a bankruptcy court order dismissing a chapter 11 case filed by a corporation without obtaining—as required by its corporate...more

A&O Shearman

Superior Court Of Delaware Rules That Delaware Public Policy Does Not Prohibit Indemnification For Breach Of Duty Of Loyalty Based...

A&O Shearman on

On March 1, 2018, Judge Eric M. Davis of the Superior Court of the State of Delaware denied in part and granted in part the summary judgment motion brought by plaintiff-insurers, which provided directors and officers...more

Mintz - Bankruptcy & Restructuring Viewpoints

Bankruptcy Restrictions in Operating Agreement Held Unenforceable

In In Re Lexington Hospitality Group, LLC, the United States Bankruptcy Court for the Eastern District of Kentucky thwarted a lender’s efforts to control whether its borrower could file bankruptcy. As a condition to the loan,...more

McCarter & English, LLP

Delaware Law Updates - 2016 Year in Review

Our Delaware Corporate and Alternative Entity Law attorneys closely followed the opinions coming from Delaware’s Supreme Court and Court of Chancery. Our 2016 Year in Review is a collection of brief summaries of selected...more

BCLP

Bankruptcy Courts Closing In – Will An Agreement Requiring Unanimous Consent To File For Bankruptcy Be Effective?

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We’ve all seen it. The business opportunity looks enticing but is laced with risk about a potential bankruptcy filing down the road. As bankruptcy lawyers we are often asked how deals can be structured to prevent a...more

Haight Brown & Bonesteel LLP

Public Policy Overrides the Confidentiality of Tax Returns in California in Connection With a Judgment Debtor Examination

The Court of Appeal of the State of California – First Appellate District in Li v. Yan (5/2/16 – Case no. A144994) affirmed the trial court’s ruling that a judgment debtor’s tax returns are not privileged from disclosure in...more

Winstead PC

Exculpatory Clauses In Trust Documents Are “Somewhat” Enforceable In Texas

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It is common for settlors to execute trust documents that contain exculpatory clauses. An exculpatory clause is one that forgives the trustee for some action or inaction. For example, a common exculpatory clause may state...more

Morris James LLP

Court Of Chancery Issues Mother Of All In Pari Delicto Decisions

Morris James LLP on

This and the AIG decisions are the leading decisions on when the in pari delicto defense works. The Court carefully summarizes the 3 exceptions to when in pari delecto bars a recovery: (1) the adverse interest exception, (2)...more

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